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					                       INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

            NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)


          NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                  AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
                                  №. 2011/001. Date: XXXXXXX, 2011
              This Agreement is made and executed in connection with the below referenced
   Scrap Rail Sale-Purchase Contract between XXXXXXXX as Buyer and PDVSA VENEZUELA as Seller.



                              Contract No. : 2011/ 001
                          Type of Contract : NCND / IFP Master Agreement
                                Subject to : Purchase and Sale Contract No.
                  Buyer's Company Name:
                           Represented by :
                  Seller's Company Name:
                                    Product :
                                      Origin:
             Contracted Product Quantity :
                            Contract Period: 12 Months (xxxxxxMT per Month)
                                Destination :
                                       Price: US$
                       Business Facilitator:
 Commission Paid by Buyer under IMFPA:
           Commission Paid by Buyer to:
                Principal Paymaster for:




   NON-CIRCUMVENTION, NON-DISCLOSURE                           IRREVOCABLE MASTER FEE PROTECTION
    AND WORKING AGREEMENT (NCNDA)                                      AGREEMENT (IMFPA)
                        ¹: ____                                                       ¹: ____

  WHEREAS the undersigned Parties wish to enter into      1. We, the undersigned, XXXXXXXXXX, herein further referred
  this Agreement to define certain parameters of the      as the Buyer’s, represented herein by Mr. XXXXXXX, under
  future legal obligations among them, are bound by a     penalty of perjury in the applicable international law, do hereby
  duty of Confidentiality with respect to their sources
  and contacts. This duty is in accordance with the       irrevocably confirm and irrevocably accept to pay the
  International Chamber of Commerce rules and             commission fees stated in Clause 6 herein
NCDA AND IMFP AGREEMENT No.2011/001
                                                Date: September 27th, 2011
                                                       Page 1 of 14

BUYER:                            BUYER MASTER:                              PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                        INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

               NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                   AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)


  practices;                                                 below to the named fee beneficiaries at the same time and in
                                                             the manner as the Buyer is being paid by us for each Product
  WHEREAS the undersigned desire to enter a working
                                                             shipment under the above referenced Scrap Rail Sale-
  business relationship to the mutual and common
  benefit of both Parties hereto, including their affilia-   Purchase Contract (herein after called Contract) up to full
  tes, subsidiaries, stockholders, partners, co-ventures,    completion thereof plus its rollovers and extensions.
  trading partners, and other associated organizations;
                                                             2. We, the Buyer’s, warrant and irrevocably confirm that based
  In view of the high importance of the proposed             on the executed and effective Contract and upon signature of
  business relationship, no agreements or other              the present IMFPA Agreement (herein after called
  documents will be drawn up and signed off by any of
                                                             Agreement) - we will order and direct our below designated
  the Parties until the Parties participating in this deal
  accept and sign a previously coordinated Agreement         bank to issue and automatically implement payment orders to
  by and between them on non-circumvention;                  the amount of commission fees in favor of the beneficiaries
                                                             named below in Clause 6.

                                                             3. Furthermore, we, the Buyer’s, confirm that all these pay
  The present Agreement is executed in connection            orders – according to provisions of Clause 6 hereof, will
  with the above referenced Scrap Rail Sale-Purchase
  Contract. The signing Parties to the present               automatically transfer funds as directed, into beneficiaries’
  Agreement are properly represented companies               designated bank accounts not later than 3 (three) banking
  whose names and signatures are affixed on the              days after the date of closing and completion of each shipment
  signature sheet hereof;                                    of the Product during the entire Contract term plus its any
  WHEREAS the Parties intend to conclude a                   extensions and rollovers. For the purpose of clarity, we confirm
  business      confidential     Agreement,   which     if   that the closing and completion of each shipment of the
  successfully implemented within the timeframe set by       Product shall be deemed to take place when the corresponding
  the Parties, will be connected closely to the
  conditions, documents pertaining to this business,         letter of credit / payment instrument issued by the Buyer's has
  and also to conditions of the present Agreement on         been drawn down at the counters of the issuing bank.
  non-circumvention and non-disclosure, and also
  considering aspiration of the Parties to ensure            4. We, the Buyer’s, undertakes to provide all beneficiaries with
  confidentiality of the above stated deal and to keep in    written evidence of the pay orders lodged with our bank
  secret the numbers and codes of all banks, sources,        together with acknowledgements of their acceptance.
  phones, faxes, telex, telegraph, CUCIP and SWIFT
  codes, and names and addresses of associates,              Furthermore, our bank will be instructed by us to provide duly
  clients, bank personnel, business and trading agents,      signed and stamped acknowledgement of this instruction as set
  and also financial sources and agreements and any          out herein forming part of this Agreement. It is understood that
  other significant information becoming confidential        for the purposes of this Agreement, our bank shall be the same
  during performance by the Parties of their respective      bank used to pay the Buyer under the Contract and this IMFPA
  obligations, directly or indirectly;                       Agreement is executed exclusively in connection with the said
  NOW THEREFORE in consideration of the mutual
                                                             Contract.
  promises, assertions and covenants herein and other
  good and valuable considerations, the receipts of
  which is acknowledged hereby, the Parties hereby           5. We the undersigned, being the Buyer’s named legally
  agree, as follows:                                         authorized representative as stated in the signed and legally
                                                             binding Scrap Metal Used Rail, unconditionally agree and
  1. TERMS AND CONDITIONS
                                                             undertake to approve and originate all payments in USD
  À. The Parties will not in any manner solicit, nor         currency to all of the beneficiaries named herein below as their
  accept any business in any manner from sources or          rightful and payable commissions. This Agreement also acts as
NCDA AND IMFP AGREEMENT No.2011/001
                                                  Date: September 27th, 2011
                                                         Page 2 of 14

BUYER:                            BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

             NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                 AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

  their affiliates, which sources were made available          a record confirming the commission amounts for each named
  through this Agreement, without the express                  beneficiary as set out below.
  permission of the Party who made available the
                                                               6. TOTAL COMMISSION FEES UNDER THE PRESENT
  source, and
                                                               NCND / IFP Master Agreement №: 2011/001:
  Â. The present and subsequent deals of the Parties
  and between the Parties, and also their agents and           US $ xxx (xxx) US DOLLARS per 1 (One) USG of total
  representatives, will be carried out exclusively on a        XXXX USG. AND IS PAID BY THE BUYER IN FAVOR OF
  confidential basis and will stay strictly confidential for   THE BELOW SPECIFIED BENEFICIARY ACCORDING TO
  all concerned for the entire term of their validity, and     THE FOLLOWING AMOUNT:

  C. The Parties undertake not to circumvent each              The above stated total commission amount is unconditionally
  other and not to try to conclude any deals both              paid by the Buyer        during the Contract’s entire validity
  directly, and through other legal and physical persons,      according to the pay orders and within the timeframe set forth
  represented by one Party to the other Party, using           in Clause 2 and Clause 3 of this Agreement accepted by the
  information on numbers and codes of all banks,                Buyer’s bank, into the below designated account of the
  sources, phones, faxes, telex, telegraph, CUSIP and           commission fee disbursers (herein after called Principal
  SWIFT, and also          names and addresses of               Paymaster as Party to the present Agreement, and after
  associates, clients, bank personnel, business and             reciprocal bank confirmations of the payment by the Buyer.
  trading agents, and also about financing sources and          The above said commission is unconditionally transferred by
  agreements and other significant data which directly          the Buyer according to payment details submitted to him by the
  or indirectly can become confidential during                  Fee Beneficiary in the following amount:
  performance by the Parties obligations taken
  previously, and                                              BENEFICIARY : Business Facilitator:

  D. The Parties also undertake to not circumvent not          Total $ XXX per 1 (One) USG of the total contracted
  only each other, but also any other persons, business        volume of the Product (XXXX USG.) = US$XXXX (
  contacts, agreements and deals which can be                  XXXXXMillion US Dollars)
  submitted by one Party directly and indirectly, not to
  come into contact directly or indirectly, to not allow,      Above stated commission fee amount is unconditionally
  nor charge and authorize a third party to introduce          distributed by the Business Facilitator as Principal
  business contacts to these persons, and not to               Paymaster via bank wire transfer to the below Seller’s and
  acquaint them with business affairs directly or              Buyer´s Intermediaries Group Beneficiaries’ accounts as
  indirectly. This Agreement will be binding for all           submitted according to their individual Sub Fee Protection
  Parties – participants of the present and subsequent         Agreements being executed with the Principal Paymaster
  deals, and also their agents,               employees,       and accepted by the Principal Paymaster’s bank - at the time
  representatives, associates and relatives for the            of signing the present Agreement by and between the Buyer
  duration of this Agreement, starting from its signing        and the Principal Paymaster According to SuB-IFPA
  date, and

  E. The Parties undertake to timely inform each other         7. TERMS AND CONDITIONS:
  about activity on the deal and in case of need at once       This Irrevocable Master Fee Protection Agreement is valid for
  present to the other Party upon its request all              five (5) years after its signing, takes effect from the effective
  correspondence, agreements, copies of documents
  including documents sent by facsimile / e-mail, and          date of the above referenced Contract and covers the initial
  continually inform each other on all activity during the     Contract and shall include any of its renewals, extensions,
                                                               rollovers, additions or any new or transfer contracts any how
  tem of the present Agreement. All documents, copies,         originated from this transaction because of the above
  including those sent via facsimile / e-mail should have      facilitators or changing codes of the initial Contract entered into
NCDA AND IMFP AGREEMENT No.2011/001
                                                    Date: September 27th, 2011
                                                           Page 3 of 14

BUYER:                             BUYER MASTER:                                 PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                        INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

            NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

  identical legal power as documents sent and received       by and between the Seller and Buyer.
  by reliable post communication means, and                  This Irrevocable Master Fee Protection Agreement and any
                                                             subsequently issued pay orders shall be assignable,
  F. The Parties understand and agree that confidential      transferable and divisible and shall not be amended without the
                                                             express written and notarized consent of the receiving
  character of the prospective deal, its procedures and
                                                             beneficiary.
  methods of execution are the significant property of       All Parties hereof undertake neither to circumvent nor to
                                                             attempt to circumvent either for the transaction of the current
  both Parties and in case of a breach of the                Contract or in the future for a period of five (5) years from the
  Agreement the Parties will incur serious losses, both      date of the execution of this Agreement.
  on the present and on subsequent deals. In case of         This document binds all Parties, their employees, associates,
  detection of any breach of provisions and conditions       transferees, assignees, successors, heirs and/or designees.
                                                             All faxed and/or e-mailed signatures shall be considered as
  of non-circumvention by one of the Parties, the
                                                             original signatures for the purpose of binding all Parties to this
  deal(s) is subject to immediate termination short of       Agreement. This document may be signed in any required
  completing it (them). The guilty Party shall pay to the    number of counterparts all of which taken together shall
  affected Party the penalty at a rate of all planned sum    constitute as being one and the same instrument.
  of the income and will lose the right to obtain a share    Any provision of this document can only be amended by the
  of the income which will instead cover the forced          Parties through mutual agreement in writing signed off by all
  expenses of the affected Party including but not           Parties concerned.
  limited to all legal costs, to recover damages to the
  affected Party and/or its business partners, and           Furthermore, we unconditionally agree that any and all
                                                             commissions due shall be paid to the beneficiaries as a result
  G. In presence of incontestable proofs of guilt in the     of any extension or rolls of the afore referenced Contract and
  breach of the Agreement by the guilty Party, the           undertake to effect all necessary bank documentation without
  affected Party is exempted from execution of               any undue delays to ensure such commissions are paid
  obligations of non-disclosure of concrete facts            throughout the entire duration of this Agreement and the
  pertaining to the Agreement, and other significant         underlying Contract.
  information necessary for the affected Party while
  presenting claims to the guilty Party.                     We, the Buyer’s, confirm that the terms of sale and purchase
                                                             of the Product and implementation of respective Seller/Buyer
  H. In case of disclosure and circumvention during          mutual obligations are stipulated exclusively within the above
  execution of the present deal, including disclosure to     said Contract. The commission fee bbeneficiaries named
  third parties, without prior mutual agreement, of          above in the present Agreement both from the Seller side and
  information on commercial terms, received bonuses          Buyer side, are acting strictly as their agents and/or
  and commissions agreed by the Parties to be paid           consultants and shall have no liability whatsoever towards the
  out for contribution to the successful implementation      Seller and/or Buyer and their respective agents, mandates
  of the deal and all other related transactions, the        and/or personnel in respect of any obligations undertaken by
  affected Party with due observance of the law, has         the Seller and Buyer under the Contract.
  the right not to be limited only by obtaining material     The beneficiaries specified above in this Agreement and acting
  redress in the form of cash recompense, but also may       as agents and/or consultants - shall not be responsible either
  pursue to bring the guilty Party to responsibility under   for observance by the Buyer and Seller of the terms and
  other law violations for breaching terms and               conditions of the Contract executed by and between them,
  conditions of this Agreement, and                          and/or    for   compensation     of     damage,     negligence,
                                                             misrepresentation and other legal and financial liability in
  I. This Agreement is valid for any and all transactions    connection with any losses and/or damage of any nature
  between the Parties hereof and is governed by the          incurred by the Buyer and/or Seller, and their respective
  enforceable law in all Commonwealth Countries,
  European Union Countries, USA Courts, or by                mandates, and/or intermediaries and/or personnel in the
  Swiss Law; and in the event of dispute, the                performance by them of the above said Contract, including,
                                                             without limitation, such financial and legal consequences as
NCDA AND IMFP AGREEMENT No.2011/001
                                                  Date: September 27th, 2011
                                                         Page 4 of 14

BUYER:                            BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                          INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

              NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                  AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

  arbitration laws of the above states will apply, with the   incidental, direct or consequential (indirect) damage, loss of
  signing Parties hereby accepting selected jurisdiction      profit, loss of opportunity, loss of business, etc.
  of Orlando, Florida as the exclusive venue, and             8. PARTIAL INVALIDITY:
                                                              The illegality, invalidity and non-enforceable provision(s) of this
  J. The duration of the Agreement shall perpetuate for       document under the laws of any jurisdiction shall not question
  five (5) years from last date of signing by both Parties    its legality, validity or enforceability under the law of any other
  and comes into force from the effective date of the         jurisdiction or provision.
  above stated Scrap Rail Sale-Purchase Contract.             9. GOVERNING LAW AND JURISDICTION:
                                                              This document shall be governed and construed in accordance
                                                              with the current Swiss Law or I.C.C 400/500/600 rules for Non
  2. AGREEMENT TO TERMS
                                                              Circumvention and Non Disclosure recognized by the Parties.
                                                              10. ARBITRATION:
  A. Signatures on this Agreement received by the way
                                                              All Parties agree to refer any disputes between the Parties
  of facsimile, mail and/or e-mail shall be an executed
  contract as hard copies thereof exchanged by the            arising out of or in connection with this Agreement including
  Parties and lodged with their respective banks.             any questions regarding its existence, validity or termination -
                                                              to arbitration rules of the international Arbitration Centre (I.A.C)
  B. This Agreement shall be enforceable and                  in Zurich, Switzerland.
  admissible for all purposes as may be necessary             11. AGREEMENT TO TERMS:
  under the terms of the Agreement.                              Signatures on this Agreement received by the way of
                                                              facsimile, mail and/or e-mail shall be an executed contract as
  C. The Parties confirm that they have read attentively      hard copies thereof exchanged by the Parties and lodged with
  the foregoing Agreement and have completely                 their respective banks.
  understood and unconditionally accepted its                   This Agreement shall be enforceable and admissible for all
  provisions and conditions which are binding and are         purposes as may be necessary under the terms of the
  directed not only to protect interests of both Parties,
                                                              Agreement.
  but also those of their lawful representatives,               The Parties confirm that they have read attentively the
  successors, heirs and assignees.                            foregoing Agreement and have completely understood and
                                                              unconditionally accepted its provisions and conditions which
  D. All signatories hereto acknowledge that by their         are binding and are directed not only to protect interests of
  signatures they have full necessary authority to            both Parties, but also those of their lawful representatives,
  execute this Agreement for and in the name of the           successors, heirs and assignees.
  Party for which they have given their signature.               All signatories hereto acknowledge that by their signatures
                                                              they have full necessary authority to execute this Agreement
                                                              for and in the name of the Party for which they have given their
                                                              signature.

                            “ACCEPTED AND AGREED BY THE PARTIES WITHOUT CHANGE”
                            (Electronic signatures are valid and accepted as hand signatures)

                                       EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
  1.     EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
         Agreement.           As            applicable,         this       Agreement            shall         Incorporate:
         U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable
         law conforming to the UNCITRAL Model Law on Electronic Signatures (2001).
         ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
         Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
  2.     EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may
         request hard copy of any document that has been previously transmitted by electronic means provided

NCDA AND IMFP AGREEMENT No.2011/001
                                                   Date: September 27th, 2011
                                                          Page 5 of 14

BUYER:                             BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

                  NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                      AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

    however, that any such request shall in no manner delay the Parties from performing their respective obligations and
    duties under EDT instruments.



                      COMPANY, BANK DETAILS AND SIGNATURES OF THE PARTIES:

                                                        BUYER


             BUYER COMPANY DETAILS:                                      BUYER BANK DETAILS:

  Company Name
                                                              BELOW NAMED BANK IS DESIGNATED BY BUYER
   and Reg No.:
                                                                   AS COMMISSION FEE PAYING BANK

 Company Address:                                         Buyer’s Bank Name:


  Represented by:                                                 Buyer’s Bank
                                                                     Address:

                                                                Buyer Account
    Nationality /
                                                                       Name:
   Passport No.:

           Tel:                                             Buyer Account №

         E-mail :
                                                                  SWIFT Code:

                                                                  Bank Officer:

                                                                 Bank Tel:

                                                                     Bank Fax:



                          Total Commission Payable
  Buyer’s Payment         Under This Agreement for        US$ 4,800,000.00 ( Four Millions and Eight Hundreds
Instructions to Bank:        Distribution To Fee          Thousands US Dollars) ACORDING TO SUB-IFPA
                                 Beneficiaries:




NCDA AND IMFP AGREEMENT No.2011/001
                                                 Date: September 27th, 2011
                                                        Page 6 of 14

BUYER:                           BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                   INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

          NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
              AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)


  BUYER COMPANY
   SIGNATURE AND
           SEAL:



REPRESENTATIVE
PASSPORT:




                   SEPTEMBER 27, 2011




    SIGNATURE:




NCDA AND IMFP AGREEMENT No.2011/001
                                        Date: September 27th, 2011
                                               Page 7 of 14

BUYER:                    BUYER MASTER:                              PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

             NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                 AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)




         DATE:




                   The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE “CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                   CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
FROM BUYER’S BANK:
                   ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking
                   responsibility and we are satisfied as to the source of the funds sent us.

                       PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification
      SPECIAL          immediately upon each tranche transfer payment together with the transactions code(s) to:
   INSTRUCTIONS:
         UNAUTHORISED CONTACT WITH BUYER AND / OR BUYER’S BANK CANCELLS THIS AGREEMENT.
                     ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES’ ACCOUNT



                                                 BUYER MANDATE


    BUYER MANDATE COMPANY DETAILS:                                   BUYER MANDATE BANK DETAILS:

  Company Name
                                                                BELOW NAMED BANK IS DESIGNATED BY BUYER
   and Reg No.:
                                                                     AS COMMISSION FEE PAYING BANK

 Company Address:                                           Buyer’s Bank Name:


  Represented by:                                                   Buyer’s Bank
                                                                       Address:

                                                                  Buyer Account
    Nationality /
                                                                         Name:
   Passport No.:


NCDA AND IMFP AGREEMENT No.2011/001
                                                   Date: September 27th, 2011
                                                          Page 8 of 14

BUYER:                             BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

                  NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                      AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)


           Tel:                                          Buyer Account №

         E-mail :
                                                               SWIFT Code:

                                                               Bank Officer:

                                                              Bank Tel:

                                                                 Bank Fax:



                          Total Commission Payable
  Buyer’s Payment         Under This Agreement for     US$ 3,000,000.00 ( Three Millions US Dollars) ACORDING
Instructions to Bank:        Distribution To Fee       TO SUB-IFPA
                                 Beneficiaries:

  BUYER COMPANY
   SIGNATURE AND
           SEAL:



REPRESENTATIVE
PASSPORT:




                         SEPTEMBER 27, 2011




NCDA AND IMFP AGREEMENT No.2011/001
                                              Date: September 27th, 2011
                                                     Page 9 of 14

BUYER:                          BUYER MASTER:                              PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

             NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                 AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)




    SIGNATURE:




         DATE:

                   The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE “CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL
                   CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST
FROM BUYER’S BANK:
                   ORIGINS, FOR SAME DAY SETTLEMENT. Remitter is known to us. This is done with full banking
                   responsibility and we are satisfied as to the source of the funds sent us.

                       PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification
      SPECIAL          immediately upon each tranche transfer payment together with the transactions code(s) to:
   INSTRUCTIONS:
         UNAUTHORISED CONTACT WITH BUYER AND / OR BUYER’S BANK CANCELLS THIS AGREEMENT.
                     ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES’ ACCOUNT




NCDA AND IMFP AGREEMENT No.2011/001
                                                   Date: September 27th, 2011
                                                          Page 10 of 14

BUYER:                             BUYER MASTER:                                PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                            INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

                  NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                      AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)



                      BUYER AGREE TO PAY TO THE PAYMASTER BELOW


           PRINCIPAL PAYMASTER DETAILS:                                 PAYMASTER BANK DETAILS:


  Company Name                                                BELOW NAMED BANK IS DESIGNATED BY BUYER
   and Reg No.:                                                    AS COMMISSION FEE PAYING BANK

                                                            Paymaster´s Bank
 Company Address:
                                                                      Nam e:

                                                            Paymaster´s Bank
  Represented by:
                                                                   Address:

    Nationality /       /                                          Account #:
   Passport No.:
                                                               Account Name:

           Tel:                                                  SWIFT Code:

                                                           Bank Officer Email
         E-mail :

                                                                 Bank Officer:

                                                                     Bank Tel:

                                                                    Bank Fax:
                             Total Commission Payable
 Paymaster Payment           Under This Agreement for    US$ 1,800,000.00 (One Million and Eight Hundreds
   Instructions to              Distribution To Fee      Thousands US Dollars): According to Sub-IFPA
        Bank                        Beneficiaries:



        PRINCIPAL
      PAYMASTER
   SIGNATURE AND
            SEAL:




          PASSPORT:: September 27th, 2011


NCDA AND IMFP AGREEMENT No.2011/001
                                                Date: September 27th, 2011
                                                       Page 11 of 14

BUYER:                             BUYER MASTER:                             PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                       INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

            NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)




   SIGNATURE:




         DATE:
                     The S.W.I.F.T. or Clear stream text message covering all remittances shall clearly state the following:
REQUIRED MESSAGE “CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING
                   FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME
FROM BUYER’S BANK:
                   DAY SETTLEMENT. Remitter is known to us. This is done with full banking responsibility and we are
                   satisfied as to the source of the funds sent us.

                     PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER AND EMAIL a notification immediately
      SPECIAL
                     upon each tranche transfer payment together with the transactions code(s) to:
   INSTRUCTIONS:

                             ALL BANK CHARGES ARE TO THE FEE BENEFICIARIES’ ACCOUNT




                                     END OF DOCUMENT
_______________________________________________________________________________________




NCDA AND IMFP AGREEMENT No.2011/001
                                                  Date: September 27th, 2011
                                                         Page 12 of 14

BUYER:                           BUYER MASTER:                                 PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                      INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

            NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)



                                          NOTARY PUBLIC


ON THIS___DAY OF__________________ 2011

 THE UNDERSIGNED INDIVIDUAL NAMED ________________________________(Buyer), HOLDING THE PASSPORT NUMBER
_________________________APPEARED BEFORE ME, PROOFING TO BE THE INDIVIDUAL DESCRIBED IN THE PRESENTED
DOCUMENT AND WHO EXECUTED THE FREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE
SAME AS HIS FREE WILL AND DEED WITHOUT ANY RESERVATION

MY COMMISSION EXPIRES:




_______________________                                [SEAL]
          NOTARY PUBLIC


ADDRESS:



TELEPHONE:




NCDA AND IMFP AGREEMENT No.2011/001
                                           Date: September 27th, 2011
                                                  Page 13 of 14

BUYER:                         BUYER MASTER:                            PRINCIPAL PAYMASTER: Yarrow J. Vicioso
                           INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)

               NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT (NCNDA)
                   AND IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)



                                           Buyer Bank Endorsement
This irrevocable payment order has been lodged with us and will be executed as per instructions above.




______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:

Seal:



Date: ________________ _____, 2011




NCDA AND IMFP AGREEMENT No.2011/001
                                                 Date: September 27th, 2011
                                                        Page 14 of 14

BUYER:                               BUYER MASTER:                            PRINCIPAL PAYMASTER: Yarrow J. Vicioso

				
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